Fog and Mist: A Halloween Story
by Serenity's Lady
Summary: After a quiet night out, the Doctor and Donna encounter something strange. Written for the Halloween Ficathon at bad wolf rising on LJ


"That was amazing!" Donna Noble exclaimed as she and the Doctor exited the restaurant. "I didn't know you could _do _that with chicken!" She eyed him warily. "It was chicken, right? Not some alien poultry equivalent?"

The Doctor laughed heartily. "Yes, it was chicken. We're still on Earth, for pity's sake. Blimey, how did you get to be so suspicious?" He winked at her.

She knew he was teasing her, but she did enjoy their banter. So she responded with a touch of false huffiness in her voice, "Me? Suspicious? Now why would that be, Mr. "I-Never-Get-Anything-Wrong"? What about those berries on Tractus IX? The pink ones with the spots?"

He groaned. He knew she'd bring that up. "Now, how was I to know that on Tractus IX the goffar berries had evolved into a poisonous species? The ones on Tractus III are perfectly harmless!" he pouted.

Donna gave him a light smack on the arm. "Silly Spaceman. I'm just taking the mick." She smiled at him and he grinned back.

"_Allons-y!_" He put out his arm and she tucked hers in the crook. He really enjoyed the easy companionship he had with Donna. She understood him better than anyone, and never seemed to want more than he was able to give.

They walked in comfortable silence for a few minutes, making their way through town toward the woods behind the small hamlet where he had insisted on taking Donna to dinner. As they ventured further in to the trees, Donna asked in an almost off-handed way, "So, tell me again. _Why_ did we have to park the TARDIS so far into the forest?"

"Well," he began. "You know the chameleon circuit is stuck. Has been for centuries, actually. Although I've grown rather found of the old Police Box." He sniffed. "Anyway, I noticed that the perception filter has been acting a bit wonky. Now, I _could_ have spent time tinkering away at it but I probably would have needed to get parts and I promised you a nice dinner." He shrugged his shoulders. "I didn't want to disappoint you."

Donna smiled at him and squeezed his arm. _He's just an old softie,'_ she thought. "Thank you, Doctor. That was very sweet of you. And dinner was fabulous."

The continued to walk, going further into the trees, the moon rising large and full. A soft mist began to gather at their feet. After a few minutes, Donna asked, "I don't remember walking this far on the way in. Shouldn't we have reached her by now?" When the Doctor didn't answer right away, she questioned him, "You know where you parked her, right?" At his continued silence, she cried, "You don't! You have no idea where you parked the TARDIS! Oh, you are such a bloke sometimes!" She swatted his arm for good measure.

"I am **not** a 'bloke'; I'm a Time Lord. And I know perfectly well where the TARDIS is." He pulled out his sonic screwdriver, dialled in a setting, and held it in front of him. He stared at it a moment and then shook it, peered at it again. His brows tightened into a severe frown and his eyes narrowed, staring at the instrument. He stopped walking and jiggled the setting again. He shook his head in bewilderment.

Donna's first instinct was to taunt the Doctor about his navigating skills, but she could tell by the look on his face that something was very wrong. She walked over to him and put a hand on his arm. "What is it, Doctor?" she asked quietly.

He didn't respond immediately. He closed his eyes in intense concentration. He turned to her, his eyes wide with surprise and a hint of fear. "I can't hear her," he whispered. "She isn't showing up on the sonic, and _I can't hear her_!" It was then that he noticed the mist was growing thicker by the minute as they stood there. "I think we'd better get out of here," he said, taking Donna's hand and setting a brisk pace.

"Where are we going?" Donna asked, a little alarmed. "If you don't know where the TARDIS is, how do you know which way to go?"

The mist was quickly becoming more of a fog, and had crept up waist high. It was swirling around them in a decidedly non-random fashion. "There's a structure of some sort about six hundred metres this way," he replied. He held up his sonic. "I've calibrated the sonic to produce a sound wave and bounce it back, filtering out the signatures of the trees. There is definitely something structure-like down there."

"Oh!" Donna exclaimed. "Like how bats see in the dark! Echolocation, it's called, yeah?"

"Very good!" he grinned, pleased once again at her quick understanding.

She grinned back. "Discovery Channel. The TARDIS found it for me one night when you were 'tinkering', as you call it."

They walked a little farther when suddenly Donna squealed. Turning back to the Doctor, she cried, "What was that?"

"What?"

"Something just touched me!" She edged closer to him.

He looked around behind them. "There's nothing there."

"I'm not making it up. Something touched me." She took a few steps and whipped around. "There!" she exclaimed. "They did it again! I distinctly felt a tug on my skirt!"

The Doctor adjusted the setting on the sonic and waved it around. Bringing it to his face, he stared it for a few seconds. "I'm sorry, Donna, but there's nothing there." He paused, his eyes narrowing. "At least, nothing organic."

"Organic? What do you mean, _organic_? What else could it be?" She tried, as usual, to hid her unease with indignation.

Resetting the sonic, he handed it to her and said, "I'm not sure. To be on the safe side, why don't you walk in front of me and I'll keep my hands on your shoulders. Just hold the sonic up so I can see where we're going."

Donna moved as the Doctor directed her. She felt comforted, feeling the solid pressure of his hands on her shoulders. She would never tell _him_ that, of course. He'd just bluster and change the subject.

As they continued on their way, he soon noticed that Donna's shoulders were gradually becoming more and more tense. He could tell that she was trying not to tremble, that she didn't want him to know she was upset. He leaned forward a bit and asked, "You okay there?"

She didn't answer right away. He tightened his grip on her shoulders to remind her he was right behind her. He could feel her take a deep breath and let it out in a strangled sigh.

"You're going to think I'm bonkers," she whispered. "Or that I'm just some useless female, but," she paused, afraid to reveal the sources of her unease.

"You're not useless. You are the most **_not_** useless person I know. You're brilliant. I've told you that before. So, come on. Out with it." He stopped her and turned her toward him.

She couldn't face him with her silly fears, so she kept her eyes looking downward. He placed on finger under her chin, tilted her head up, and gave her his broadest, most reassuring smile. She blinked a few times, to disperse the gathering moisture. She hated to appear weak in front of the Doctor. "I heard something," she said quietly.

"What kind of something?" he prodded.

"Whispers. In the fog. Drifting in and out." She dropped her gaze again.

He stared at her, startled. "What kind of whispers? What were they saying? Could you make it out?"

"Yes," was all she would say.

The Doctor realized that Donna was both embarrassed and deeply disturbed. He was also reluctant to admit that he too had heard vague sounds, unsettling sounds, in the mist. "Well," he said, trying to project an attitude of calm. "I think we should probably get out of this fog as quickly as possible." Taking back the sonic, he scanned the area once more. "This way." He pulled her closer to him, keeping one arm tightly around her shoulders.

They walked a while longer until they came to an area where the trees opened up and a small structure stood in the middle. By this time, the fog was dense and had turned unnaturally cold, and Donna was shivering in the Doctor's grasp. Running over, he quickly made a circuit of the building, scanning it with the sonic, ending up at the sturdy wooden door. Finding it unlocked, he guided her through the door and into the dwelling.

It was one large room. There was a fireplace to one side, neatly swept, with a stack of fresh, dry firewood. A simple table with four chairs stood along the wall nearest the door. A small bed, not much larger than a good sized cot, occupied the wall opposite the fire. The Doctor noticed one curious feature: the windows were nailed shut, and the sills were reinforced with two-by-four planks.

Closing the door, he turned the key in the lock, and, for good measure, double-locked it using the sonic. Donna stood in the middle of the room, hugging her arms to her chest because of the cold, in an effort to calm her frazzled nerves. Taking off his brown coat, he draped it over her shoulders and she clutched it, grateful for its warmth. Then he bent down and piled wood onto the grate, lighting it with the matches he found on the mantelpiece.

Once the kindling had caught and the fire blazed, he pulled one of the chairs toward the hearth and guided Donna over to it. She was very still and he was worried. Kneeling down next to the chair, he was startled by the barely concealed anguish in her eyes. Rubbing her hands to warm them, he said quietly, "Donna, look at me. It's okay. You're safe." He gave her one of this lopsided smiles.

At the sound of his voice, she turned her head. Seeing the warmth of his smile, feeling him stroking her hands softly, she began to relax a bit. She took a deep breath and slowly released it. "I'm sorry. I'm being so silly. A useless, silly woman."

"Now, stop that!" he cried. "Tell me what's upset you so. Is it the voices?" he prompted.

"Yes," she replied simply. "I know it's all in my head, but they sounded so real."

"What did they say that disturbed you so much?"

She didn't answer right away. Feeling his reassuring squeeze of her hands, she steeled herself and began. "The first was Lance." She shuddered at the memory. "He told me how stupid I was. How shallow. How _thick_!" She sniffed back tears and continued. "Then there was Mum: '_Why don't you get a real job? If you'd lose some weight, maybe you could find a man. Can't live at home all your life. You've got no ambition, Madame.'_ And then…" her voice trailed off and she looked away, not wanting to meet his eyes.

The Doctor reached up and put his hand on her arm. "Tell me the rest."

"No," she stated flatly. "I don't want to."

"Please?" he pleaded. "I can help, if you let me. What was the last voice?"

She looked at him, her eyes brimming with unshed tears. "It was you," she said, so softly he almost missed it. "You, back on that rooftop. _'You're not special_,' you said. _ 'You're not powerful. You're not connected. You're not clever. You're not important.'_"

The Doctor cringed inwardly to hear his words lumped in with those of the two people who should have loved and cherished her, but treated her so shamefully. His hearts clenched at the pain he knew he was causing her.

She went on. "And then there was this other voice, one I'd never heard before, deeper, more common, sounded kind of Northern. He said, '_Whadda ya think yer doing? What makes ya think __**you**__ deserve to be his companion? He's a Time Lord. What're you? Nothin'! Just a stupid ape!' "_ He started at this revelation. She knew nothing of his former self. So how was it that she heard him talking to her?

Looking up, he saw her bury her face in her hands, and then the tears fell. He quickly pulled her to her feet and wrapped his arms around her in a fierce embrace. "Oh, Donna!" he exclaimed. "I'm sorry. I am so, so sorry. I was a thoughtless, arrogant bastard back then. I was confused and angry, and I acted like an idiot. I didn't mean any of those things. You know I didn't," he cried.

He held on to her tightly as she sobbed into his shoulder, stroking her hair to sooth and reassure her. Finally, she hiccupped a few times, and then lifted her head and looked at him, his face a picture of remorse and shame. Raising his hand, he gently wiped the trail of tears from her cheeks.

She gave him a small smile, an unspoken 'thank you.' As she stepped away from him, her knees gave way a bit, and he caught her before she could fall. "Why don't you have a lie down?" he asked. "It's late, and we're going to be here a while."

She let him lead her over to the bed and lay down as he had suggested. He went back to the chair and sat, staring at the fire, and thinking about the voices _he _had heard in the mist. Voices of former companions, full of accusations and recriminations. He had heard the voice of his wife back on Gallifrey, berating him for being a terrible husband and father, and of his best friend, laughing at him, calling him a coward and a sanctimonious, soft-hearted old fool. He knew they were delusions, auditory hallucinations, but that didn't make hearing the taunts any easier or more comfortable. Because he knew, at least in _his_ case, that there was a ring of truth to them.

Suddenly, the fog rose up and gathered thickly at the windows. It looked as though it was trying to force its way into the little house, but the reinforcements at the windows and door prevented it. A howl went up from outside the door, and it shook the with power of the anger and frustration behind the voice. Donna cried out and sat up, fear widening her eyes. "Who are they?" she sobbed. "What do they want?"

"I don't know. Something is interfering with my attempts to scan them." He rushed over to the bed and sat down beside her, holding her in one arm, hugging her close. He could feel a tremor run through her. "Don't worry. I won't let anything happen to you. Come on up here." He crawled up further on the bed, propping himself up against the wall. He gently manoeuvred her into a prone position, with his arm around her, and pressed her to his chest. Pointing the sonic in the direction of the door, he send out a strong pulse of sound and light. The voice howled once more, this time in pain. The shaking stopped and the fog moved a perceptible distance away.

"Just relax," he whispered calmly. "I've got you. Try to rest." Gradually his quiet voice began to sooth her shattered nerves and she drifted into a exhausted but uneasy sleep. The Doctor sat with Donna's head lying in his lap. The more he talked, the calmer and less tense she became. So he began to tell her stories of his childhood, of Gallifrey, the Shining World of the Seven Systems. He described the dual suns, the orange sky and the silver trees. He recalled his parent's estate and his days at the Academy. He felt her sigh and her body relax as she sank into a deeper, more naturally restful, state. He released the breath he had not realized he had been holding, and slumped back against the wall.

In the relative quiet, he came to a startling realization. He felt more at peace sitting like this in a wooden shack in the middle of nowhere than he had in longer than he could remember. His ever-present loneliness didn't seem to have its usual strangle-hold on him. Looking down at the mass of ginger hair spread out across his knees, he understood why, acknowledged just how _good_ Donna was for him.

He smiled as he gently stroked the locks he loved so much. He would never tell her, of course. He knew she didn't want any complications, that her affection for him was strictly a friendly one. And he was fine with that. He had had enough trouble with romantic entanglements in the past, and he was glad to leave things be for a while. They had all of Time and Space. If their relationship grew beyond best friends, that would be icing on the proverbial cake.

He sat at the ready, his sonic primed to emit another repelling pulse if necessary. But it seemed as if the entities, whatever they were, had retreated. He must have dozed off himself sometime in the pre-dawn hours. Jerking awake, he realized two things: the morning light had begun to filter in through the windows, and Donna was no longer with him on the bed.

He spied her standing at the window, looking out at the rising sun, her back to him. His coat was draped neatly over the back of the chair, which had been returned to its place at the table. Gazing intently at Donna, he could tell immediately that the tension of the night before was gone and she seemed relatively relaxed. He slid off the bed and stretched, easing the kinks in his back and neck from sitting for hours with her curled in his lap.

Donna sensed movement behind her and turned. "Morning, Sunshine," she said with a bright smile for the slightly groggy Time Lord.

"Why didn't you wake me?" he asked, joining her at the window.

"You needed the rest," she replied. "You don't do that nearly enough, you know."

"Don't need as much sleep as you humans."

She have him a look. "Oh, don't go all Time Lordy on me. I didn't say sleep. I said **_rest_**." She turned back to the window. "The fog's gone," she informed him.

He took out his sonic and did a quick scan. "It seems so," he agreed. He stood still for a moment, his eyes closed as he concentrated. A small, thankful smile dawned on his face. Opening his eyes, he sighed with relief, "I can hear her again."

"The TARDIS?" Donna asked hopefully.

"Yes. The Old Girl is actually not too far from here." He unlocked the door with his sonic and opened it wide. Putting out his hand, he grinned, "What do you say, Donna? Had enough of these spooky old woods?" he asked jauntily.

"More than enough." Taking his hand, she smiled. "Let's go home, Spaceman."

The Doctor informed her that the TARDIS was about a kilometre in a north-easterly direction, and they took off walking in that direction. The sun was slowly rising, bathing the trees in a soft yellow-orange glow. They made their way in silence until they spied the familiar blue box.

They all but ran the last few metres, grateful to be back in the safety of the TARDIS. The Doctor quickly unlocked the door and, tossing his coat on its usual spot over a coral strut, he raced over to the console and began to flip the switches, turn the dials and press the buttons necessary to send them back into the Vortex and away from this horrific time and place, crooning all the while to his ship. When the Time Rotor settled into its familiar hum, he relaxed.

It was then he noticed that Donna hadn't moved from the doors, and was unusually quiet. He became immediately concerned and strode over to her. "Donna?" he inquired softly. "Everything alright?"

She stared up at him and he saw an echo of the fear from the night before had returned to her eyes. "Doctor?" she asked. "What happened last night?"

He rubbed the back of his neck, an unconscious gesture he made when he was unsure of what to say, or was trying to hide the truth. She reached up and grabbed his hand. "Oh, no you don't, Time Boy. Whatever it is, just tell me. I'm a big girl." She squeezed his hand. Looking up at him, she said earnestly, "I really need to know. Please."

He heard the quiet determination in her voice and realized that she would never be the kind of companion that he could placate with his usual Time Lord bluster and babble. She saw right through his bravado and demanded honesty instead. She was closer to a partner than an assistant, as he had sometimes referred to his companions. She deserved to be treated with respect and consideration.

Leading her over to the console, he swung the monitor toward them and said in answer, "In all honestly," he began, "I'm really not exactly sure. The Old Girl recorded some minor Rift activity in the area last night, directly between the house and the ship. This probably accounts for my inability to connect with her, either by telepathy or using the sonic."

"Rift?"

"It's kind of a weakness, a rip, as it were, in the fabric of Time and Space. There is a major Rift in Cardiff, but I have never heard of one this far south before. He made a mental note to apprise Jack and Torchwood of their experience, and ask them to make a discreet investigation.

"So, those voices. The fog. It could have come from another dimension or galaxy?"

He was once again amazed at how quickly she caught on to the complicated workings of Time and Space. "Exactly!" he exclaimed, beaming at her with pride in his eyes. "Something snuck through, or was dragged, into this dimension. We were just unfortunate enough to be at the wrong place at the wrong time. But the Rift is closed now. It should be safe."

"But, Doctor. What _were_ they? Why did I hear them? What did they want?"

He recognized that she needed to understand why she had been affected, in order to be free of the fear. "I don't really know, Donna," he said, sadly. "The TARDIS couldn't tell what the entities were, only that they were vaguely telepathic, and seemed to feed off of feelings of fear and despair."

She thought this over for a moment. "So, last night. As we walked through the fog, they tuned into my thoughts and memories and found the things that would upset me the most. When they took that run at the house, they were trying to make me more afraid. And then, when you talked to me, when you told me stories of your home, you calmed me down, and they nothing to feed on, so they left."

He gave her a lopsided smile and said, "Close enough." He was still unclear why she heard his Ninth incarnation. And he wasn't quite ready to share with her _his_ experience, _his_ voices of despair. But he knew that, if -no, _when- _he was ready, she was the only person he could imagine sharing it with.

Donna took a deep breath and let it out slowly. "Well," she stated. "I think I'll have a quick shower and a change. How about some breakfast when I'm done? Chocolate chip pancakes with sliced bananas and whipped cream sound good?"

His eyes lit up like a child on Christmas morning. He bounced on the balls of his feet. "Donna! You spoil me rotten, you do!"

She laughed and started to walk away. Suddenly, she stopped and turned back to him. Gazing into his eyes, she said simply, "Thank you, Spaceman." And, to his astonishment, she reached up and kissed his cheek, her lips lingering far longer than he had ever dreamed or hoped for.

He stared at her retreating form, unsure of the import of her gesture. Finally, he decided to uncharacteristically refrain from over-analysing it, and to just savour the moment. He had his TARDIS, a companion whom he adored, who challenged and delighted him, and all of Time and Space to share with them. Whistling an old Gallifreyan tune, he strolled to the kitchen and set about making tea for their breakfast. The life of a centuries-old Time Lord didn't get much better than this.

So there was no one in the control room when, a few moments later, the monitor on the console suddenly sprang to life, revealing a stretch of forest on the outskirts of an unassuming little hamlet on Planet Earth. And there was no one to witness the small wooden structure wink out of existence without warning. And no one heard the enraged howl that echoed faintly through the trees, or see the fog and mist begin to gather.


End file.
